Nevada Copper Corp. (TSX: NCU) (“
Nevada
Copper” or the “
Company”) announced today
that it has priced its previously-announced public offering (the
“
Public Offering”) of common
shares of the Company (the “
Common Shares”), and
that the Company has entered into an underwriting agreement with a
syndicate of underwriters led by National Bank Financial Inc. and
RBC Capital Markets, acting as joint book-runners, and including
Scotiabank, as co-lead underwriter, as well as Arlington Group
Asset Management Limited and Numis Securities Limited
(collectively, the “
Underwriters”), to sell
61,950,000 Common Shares at a price of C$0.40 per Common Share (the
“
Offering Price”) for aggregate gross proceeds of
approximately C$24.8 million. A final Prospectus Supplement will be
filed today with the securities regulatory authorities in each of
the provinces of Canada, other than Québec.
The Company has also granted the Underwriters an
over-allotment option to purchase additional Common Shares in an
amount up to 15% of the number of Common Shares sold pursuant to
the Public Offering, exercisable in whole or in part at any time up
to 30 days from the closing of the Public Offering (the
“Over-Allotment Option”).
In addition, the Company has confirmed
subscriptions commitments from Castlelake, L.P.
(“Castlelake”), and an institutional investor,
whereby (i) Castlelake has agreed to subscribe for and purchase,
directly or indirectly, 17,930,000 Common Shares, and (ii) the
institutional investor has agreed to subscribe for and purchase,
directly or indirectly, 20,120,000 Common Shares, in each case on a
private placement basis, at the Offering Price and on the same
terms as the Public Offering (collectively, the “Concurrent
Private Placements”). Subject to obtaining regulatory
approval, the closing of the Concurrent Private Placements are
conditional upon the closing of the Public Offering and are
expected to occur at the same time, which is expected to be on or
about May 16, 2019.
The anticipated gross proceeds from the Public
Offering and the Concurrent Private Placements will be C$40 million
(approximately C$43.7 million if the Over-Allotment Option is
exercised in full). The net proceeds of the Public Offering and the
Concurrent Private Placements are expected to be used to (i)
partially fund the previously-announced cost overrun facility being
provided by the Company to its wholly-owned subsidiary, Nevada
Copper, Inc., satisfy the minimum equity to debt funding
requirement under the Company’s previously-announced senior finance
debt facility with KfW IPEX-Bank and cover a portion of the costs
associated with the other previously-announced financing
arrangements (including a working capital facility and offtake
agreements), the construction and ramp-up of the Company’s
underground mine (the “Underground Project”) at
its Pumpkin Hollow Copper Project (the “Project”)
and general corporate requirements, and (ii) facilitate the
acceleration of the Company’s 2019 exploration program in light of
the previously-announced significant potential demonstrated by the
mineralization discovered at its newly staked claims and extensions
to the deposits at the open pit portion of the Project (the
“Open Pit”).
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended, (the “U.S. Securities Act”) or any state
securities laws and may not be offered or sold within the United
States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
About Nevada Copper
Nevada Copper’s (TSX: NCU) Pumpkin Hollow
Project is the only major, shovel-ready and fully-permitted copper
project in North America that is currently under construction.
Located in Nevada, USA, the Pumpkin Hollow Project has substantial
reserves and resources including copper, gold and silver. Its two
fully-permitted projects include: the high-grade Underground
Project which is in construction with a view to commencement of
copper production in Q4 2019; and the Open Pit, a large-scale
copper deposit.
Additional Information
For further information please visit the Nevada
Copper corporate website (www.nevadacopper.com).
NEVADA COPPER CORP.
Matthew Gili, President and CEO
For further information call:
Rich Matthews, VP Investor RelationsPhone 604-355-7179Toll free:
1-877-648-8266Email: rmatthews@nevadacopper.com
Cautionary Language
This news release includes certain statements
and information that may contain forward-looking information within
the meaning of applicable Canadian securities laws. All statements
in this news release, other than statements of historical facts are
forward-looking statements. Such forward-looking statements and
forward-looking information specifically include, but are not
limited to, statements that relate to the Offering and the
Concurrent Private Placements, the anticipated size of the Offering
and the Concurrent Private Placements, the anticipated use of
proceeds from the Offering and the Concurrent Private Placements,
the ongoing construction of the Underground Project, the
commencement of production at the Underground Project, and other
plans of Nevada Copper with respect to the development,
construction and commercial production at the Project, and ongoing
exploration activities and the objectives and results thereof.
Often, but not always, forward-looking
statements and forward-looking information can be identified using
words such as “plans”, “expects”, “potential”, “is expected”,
“anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”,
“forecasts”, “intends”, “anticipates”, or “believes” or the
negatives thereof or variations of such words and phrases or
statements that certain actions, events or results “may”, “could”,
“would”, “might” or “will” be taken, occur or be achieved.
Forward-looking statements or information are subject to known or
unknown risks, uncertainties and other factors which may cause the
actual results, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements or information.
Forward-looking statements and information are
subject to a variety of risks and uncertainties which could cause
actual events or results to differ from those reflected in the
forward-looking statements or information, including, without
limitation, risks and uncertainties relating to: history of losses;
requirements for additional capital; dilution; adverse events
relating to construction and development; ground conditions; cost
overruns; loss of material properties; interest rates increase;
global economy; no history of production; future metals price
fluctuations, speculative nature of exploration activities;
periodic interruptions to exploration, development and mining
activities; environmental hazards and liability; industrial
accidents; failure of processing and mining equipment to perform as
expected; labor disputes; supply problems; uncertainty of
production and cost estimates; the interpretation of drill results
and the estimation of mineral resources and reserves; changes in
project parameters as plans continue to be refined; possible
variations in ore reserves, grade of mineralization or recovery
rates may differ from what is indicated and the difference may be
material; legal and regulatory proceedings and community actions;
accidents, title matters; regulatory restrictions; permitting and
licensing; volatility of the market price of the Common Shares;
insurance; competition; hedging activities; currency fluctuations;
loss of key employees; other risks of the mining industry as well
as those factors discussed in the section entitled “Risk Factors”
in the Company’s Annual Information Form dated March 29, 2019.
Should one or more of these risks and uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may
vary materially from those described in forward-looking statements
or information. The forward-looking statements and information are
stated as of the date hereof (or as otherwise specified therein).
The Company disclaims any intent or obligation to update
forward-looking statements or information except as required by
law. Readers are referred to the full discussion of the Company’s
business contained in the Company’s reports filed with the
securities regulatory authorities in Canada. Although the Company
has attempted to identify important factors that could cause actual
results to differ materially, there may be other factors that could
cause results not to be as anticipated, estimated or intended. For
more information on Nevada Copper and the risks and challenges of
its business, investors should review Nevada Copper’s annual
filings that are available at www.sedar.com.
The Company provides no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements.
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